The Companies Act 2006 (Consequential Amendments) (Taxes and National Insurance) Order 2008
In accordance with sections 1290 and 1294(6) of that Act, a draft of this instrument was laid before Parliament and approved by a resolution of each House of Parliament.
PART 1GENERAL PROVISIONS
Citation, commencement and effect1.
(1)
This Order may be cited as the Companies Act 2006 (Consequential Amendments) (Taxes and National Insurance) Order 2008, and shall come into force on 6th April 2008.
(2)
Articles 8, 12, 21, 42, 47 and 52 have effect for periods of account beginning on or after 6th April 2008.
Overview of this Order2.
In this Order—
this Part contains general provisions;
Part 2 makes consequential amendments to primary legislation;
Part 3 makes consequential amendments to secondary legislation.
Consequential repeals3.
The consequential repeals in the Schedule to this Order have effect.
General saving4.
The amendments and repeals made by this Order do not affect the operation of section 1297 of the Companies Act 2006 (continuity of the law).
PART 2CONSEQUENTIAL AMENDMENTS TO PRIMARY LEGISLATION COMING INTO FORCE ON 6TH APRIL 2008
The Tobacco Products Duty Act 1979 (c. 7)
Sections 7A to 7C: supplemental5.
The Income and Corporation Taxes Act 1988 (c. 1)
Introduction6.
The Income and Corporation Taxes Act 1988 is amended as follows.
Reduction of vendor’s interest as shareholder7.
In section 221(7) for “Part VIII of the Companies Act 1985” substitute “Part 23 of the Companies Act 2006”.
Insurance companies: long term business other than life assurance business8.
Insurance companies: apportionment of income and gains9.
Share loss relief: the unquoted status requirement10.
““debenture” has the meaning given by section 738 of the Companies Act 2006,”.
Interpretation of sections 765 to 76711.
““share” has, in relation to any body corporate, the meaning given by Part 26 of the Companies Act 1985 in relation to a company;
“debenture” has, in relation to any body corporate, the meaning given by section 738 of the Companies Act 2006 in relation to a company;
“director” has, in relation to any body corporate, the meaning given by section 250 of the Companies Act 2006 in relation to a company;”.
Interpretation of section 804C in relation to other insurance business12.
“(b)
in the provisions of section B of Part 1 of Schedule 3 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (the required formats) which relate to the profit and loss account format (within the meaning of sub-paragraphs (1) and (2) of paragraph 1 of that Schedule),”.
Interpretation of the Corporation Tax Acts13.
“(b)
a compromise or arrangement that has taken effect under Part 26 of the Companies Act 2006, or”.
Cases where section 747(3) does not apply14.
(1)
(2)
In paragraph 11A—
(a)
“(4)
“Insurance group” shall be construed in accordance with section 1165(5) of the Companies Act 2006, but does not include such an insurance group if it falls within sub-paragraph (5) below.”;
(b)
in sub-paragraph (5) omit the words “(within the meaning of that Part as so read)”.
(3)
In paragraph 11B(3)—
(a)
in paragraph (a) for “section 247(5) of that Act 1985 or Article 255(5) of that Order” substitute “sections 382(5) and 465(5) of the Companies Act 2006”;
(b)
in paragraph (b) for “section 262(1) of that Act 1985 or Article 270(1) of that Order” substitute “section 474(1) of that Act”;
(c)
in paragraph (c) for “section 247(6) of that Act 1985 or Article 255 of that Order” substitute “sections 382(6) and 465(6) of that Act”.
Provisions not at arm’s length15.
“(4)
In this paragraph “dormant” has the same meaning as in section 1169 of the Companies Act 2006.”.
The Taxation of Chargeable Gains Act 1992 (c. 12)
Introduction16.
The Taxation of Chargeable Gains Act 1992 is amended as follows.
Meaning of “scheme of reconstruction”17.
“(i)
to which Part 26 of the Companies Act 2006 (arrangements and reconstructions) applies,”.
Enterprise investment scheme: re-investment18.
(1)
(2)
In sub-paragraph (5)—
(a)
“(within the meaning of the Companies Act 2006) for the purposes of complying with the requirements of section 761 of that Act (public company: requirement as to minimum share capital);”;
(b)
in paragraph (b) for “section 117” substitute “section 761”.
(3)
Omit sub-paragraph (6).
The Finance Act 1993 (c. 34)
Meaning of “accounts” and other expressions19.
(a)
in paragraph (a) for “Part 7 of the Companies Act 1985 or Part 8 of the Companies (Northern Ireland) Order 1986” substitute “Part 15 of the Companies Act 2006”;
(b)
in paragraph (c) for “Part 7 of the Companies Act 1985” substitute “Part 15 of the Companies Act 2006”.
The Value Added Tax Act 1994 (c. 23)
Disclosure of avoidance schemes20.
The Finance Act 1996 (c. 8)
Money debts etc not arising from the lending of money21.
In section 100 of the Finance Act 1996—
(a)
“(b)
in the case of a company carrying on insurance business, any deferred acquisition costs, within the meaning of Assets item G.II in the Balance Sheet Format set out after paragraph 10 of Schedule 3 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 as read with note (17) of the Notes on the Balance Sheet Format (which follow immediately after that format).”;
(b)
“(b)
in the case of a company carrying on insurance business—
(i)
any provision made by the company for unearned premiums, acquisition costs within the meaning of Liabilities item C.1 in the Balance Sheet Format set out after paragraph 10 of Schedule 3 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 as read with notes (12) and (20) of the Notes on the Balance Sheet Format (which follow immediately after that format);
(ii)
any provision for unexpired risks, as defined in paragraph 91 of that Schedule.”.
The Finance Act 1997 (c. 16)
Leasing arrangements: accounting purposes and normal accountancy practice22.
In paragraph 28(6) of Schedule 12 to the Finance Act 1997 for the words following “shall be construed” substitute “in accordance with section 1162 of the Companies Act 2006”.
The Finance Act 1998 (c. 36)
Introduction23.
The Finance Act 1998 is amended as follows.
Computation of profits of trade, profession or vocation24.
In section 42(2)(a) for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “the Companies Act 2006 or subordinate legislation made under that Act”.
Company tax returns, assessments and related matters25.
(1)
Amend Schedule 18 as follows.
(2)
“Accounts required in case of Companies Act company11.
In the case of a company which—
(a)
is required to deliver a company tax return for a period,
(b)
is resident in the United Kingdom throughout that period, and
(c)
is required under the Companies Act 2006 to prepare accounts for a period consisting of or including the whole of that period,
the power to require the delivery of accounts as part of the return is limited to such accounts, containing such information and having annexed to them such documents, as are required to be prepared under that Act.”.
(3)
“Excuse for late delivery of return19.
A company is not liable to a penalty under paragraph 17 (flat rate penalty) if—
(a)
the period for which the return is required is one for which the company is required to deliver accounts under the Companies Act 2006, and
(b)
the return is delivered no later than the last day for the delivery of those accounts to the registrar of companies.”.
(4)
“(7)
In sub-paragraph (6) “group” and “small group” have the same meaning as in sections 474(1) and 383 of the Companies Act 2006.”.
The Finance Act 2000 (c. 17)
The corporate venturing scheme26.
In paragraph 58 of Schedule 15 to the Finance Act 2000—
(a)
in sub-paragraph (5)—
(i)
for “the Companies Act 1985” substitute “the Companies Act 2006”;
(ii)
for “section 117” (in both places) substitute “section 761”;
(b)
omit sub-paragraph (6).
The Capital Allowances Act 2001 (c. 2)
Introduction27.
The Capital Allowances Act 2001 is amended as follows.
Expenditure of small or medium-sized enterprises: companies28.
(1)
Amend section 47 as follows.
(2)
In subsection (4)—
(a)
for “Except in the case of a company formed and registered in Northern Ireland” substitute “In this section”;
(b)
in paragraph (a) for “section 247 of the Companies Act 1985” substitute “sections 382 and 465 of the Companies Act 2006”;
(c)
in paragraph (b) for “Part VII of the 1985 Act” substitute “section 390 of the Companies Act 2006”.
(3)
Omit subsection (5).
(4)
In subsection (6)—
(a)
in paragraph (a) for “the 1985 Act” substitute “the Companies Act 1985”;
(b)
in paragraph (b) for “the 1986 Order” substitute “the Companies (Northern Ireland) Order 1986”.
Expenditure of small or medium-sized enterprises: businesses29.
(1)
Amend section 48 as follows.
(2)
In subsection (8)—
(a)
for “Except in the case of a business carrying on a qualifying activity wholly or mainly in Northern Ireland” substitute “In this section”;
(b)
in paragraph (a) for “section 247 of the Companies Act 1985” substitute “sections 382 and 465 of the Companies Act 2006”;
(c)
in paragraph (b) for “Part VII of that Act” substitute “section 390 of the Companies Act 2006”.
(3)
Omit subsection (9).
Whether company is a member of a large or medium-sized group30.
(1)
Amend section 49 as follows.
(2)
In subsection (6) for paragraphs (a) and (b) substitute “sections 383 and 466 of the Companies Act 2006.”.
(3)
“(8)
In this section—
“financial year” and “group” have the same meaning as in Part 15 of the Companies Act 2006;
“parent undertaking” and “subsidiary undertaking” have the same meaning as in section 1162 of that Act.”.
The Income Tax (Earnings and Pensions) Act 2003 (c. 1)
Introduction31.
The Income Tax Act (Earnings and Pensions) Act 2003 is amended as follows.
Approved SAYE option schemes32.
(1)
Amend Schedule 3 as follows.
(2)
In paragraph 37(4) for paragraphs (a) and (b) substitute “section 899 of the Companies Act 2006 (court sanction for compromise or arrangement)”.
(3)
“(b)
obtains control of the scheme company as a result of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006 (court sanction for compromise or arrangement); or
(c)
becomes bound or entitled to acquire shares in the scheme company under sections 979 to 982 of that Act (takeover offers: right of offeror to buy out minority shareholder).”.
Approved CSOP schemes: exchange of options on company reorganisation33.
“(b)
obtains control of the scheme company as a result of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006 (court sanction for compromise or arrangement);”.
Enterprise management incentives: company reorganisations34.
“(b)
obtains control of such a company as a result of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006 (court sanction for compromise or arrangement);”.
The Income Tax (Trading and Other Income) Act 2005 (c. 5)
Introduction35.
The Income Tax (Trading and Other Income) Act 2005 is amended as follows.
Trade profits: generally accepted accounting practice36.
In section 25(2)(a) for “the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6))” substitute “the Companies Act 2006 or subordinate legislation made under that Act”.
Meaning of “statutory insolvency arrangement”37.
“(b)
a compromise or arrangement that has taken effect under Part 26 of the Companies Act 2006”.
The Income Tax Act 2007 (c. 3)
Introduction38.
The Income Tax Act 2007 is amended as follows.
Repayment of authorised minimum within 12 months39.
(1)
Amend section 230 as follows.
(2)
“(a)
a company issues share capital (“the original shares”) of nominal value equal to the authorised minimum (within the meaning of the Companies Act 2006) for the purposes of complying with section 761 of that Act (public company: requirement as to minimum share capital),”.
(3)
Omit subsection (3).
Deduction at source application40.
In section 895(6), in paragraph (b) of the definition of “registered”, for “section 207 of the Companies Act 1989 (c. 40) (transfer of securities without written instrument),” substitute “section 785 of the Companies Act 2006 (provision enabling procedures for evidencing and transferring title),”.
Meaning of “debenture”41.
In section 1022(1) for “section 744 of the Companies Act 1985 (c. 6)” substitute “section 738 of the Companies Act 2006”.
The Finance Act 2007 (c. 11)
Technical provisions made by general insurers42.
In paragraph 3(10) of Schedule 11 to the Finance Act 2007 for “Schedule 9A to the Companies Act 1985 (c. 6)” substitute “Schedule 3 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008”.
PART 3CONSEQUENTIAL AMENDMENTS TO SECONDARY LEGISLATION COMING INTO FORCE ON 6TH APRIL 2008
The Value Added Tax Regulations 1995 (S.I. 1995/2518)
Introduction43.
The Value Added Tax Regulations 1995 are amended as follows.
Time of supply and time of acquisition: general44.
Input tax and partial exemption: adjustment of attribution45.
The Insurance Companies (Reserves) (Tax) Regulations 1996 (S.I. 1996/2991)
Interpretation46.
In regulation 2(2)(a) of the Insurance Companies (Reserves) (Tax) Regulations 1996 for “Part VII of the Companies Act 1985” substitute “Part 15 of the Companies Act 2006”.
The Non-Resident Companies (General Insurance Business) Regulations 1999 (S.I. 1999/1408)
Modifications of the Income and Corporation Taxes Act 198847.
In regulation 4 of the Non-Resident Companies (General Insurance Business) Regulations 1999, in section 754AA(11)(a), for “sub-paragraph (4) of paragraph 52 of Schedule 9A to the Companies Act 1985” substitute “sub-paragraph (4) of paragraph 58 of Schedule 3 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008”.
The Stamp Duty Reserve Tax (UK Depositary Interests in Foreign Securities) Regulations 1999 (S.I. 1999/2383)
Interpretation48.
In regulation 2 of the Stamp Duty Reserve Tax (UK Depositary Interests in Foreign Securities) Regulations 1999, in the definition of “depositary interest”, for “section 207 of the Companies Act 1989 (transfer of securities without written instrument)” substitute “section 785 of the Companies Act 2006 (provision enabling procedures for evidencing and transferring title)”.
The Stamp Duty and Stamp Duty Reserve Tax (Definition of Unit Trust Scheme and Open-ended Investment Company) Regulations 2001 (S.I. 2001/964)
Interpretation49.
In regulation 2(1) of the Stamp Duty and Stamp Duty Reserve Tax (Definition of Unit Trust Scheme and Open-ended Investment Company) Regulations 2001, in the definition of “qualifying EEA investment company”, for “section 266(2) of the Companies Act 1985” substitute “section 833(2) of the Companies Act 2006”.
The Social Security (Contributions) Regulations 2001 (S.I. 2001/1004)
Definition of “company”50.
In regulation 1(2) of the Social Security (Contributions) Regulations 2001, in the definition of “company”, for “section 718 of that Act, any provision of that Act” substitute “regulations made under section 1043 of the Companies Act 2006, any provision of those Acts”.
The Tobacco Products Regulations 2001 (S.I. 2001/1712)
Interpretation of Schedule51.
“Interpretation11.
For the purposes of this Schedule—
(a)
“undertaking” has the meaning given by section 1161(1) of the Companies Act 2006, and
(b)
“parent undertaking” and “subsidiary undertaking” have the meanings given by section 1162 of that Act.”.
The Non-resident Insurance Companies Regulations 2003 (S.I. 2003/2714)
Interpretation: meaning of “technical provision”52.
In regulation 3(4) of the Non-resident Insurance Companies Regulations 2003 for “Schedule 9A to the Companies Act 1985” substitute “Schedule 3 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008”.
The Value Added Tax (Disclosure of Avoidance Schemes) (Designations) Order 2004 (S.I. 2004/1933)
Interpretation53.
In regulation 2(5) of the Value Added Tax (Disclosure of Avoidance Schemes) (Designations) Order 2004 for “section 259 of the Companies Act 1985” substitute “section 1161 of the Companies Act 2006”.
The Venture Capital Trust (Winding up and Mergers) (Tax) Regulations 2004 (S.I. 2004/2199)
Mergers of Venture Capital Trusts54.
In regulation 9(3)(b) of the Venture Capital Trust (Winding up and Mergers) (Tax) Regulations 2004 for “section 117 of the Companies Act 1985” substitute “section 761 of the Companies Act 2006”.
The Registered Pension Schemes (Audited Accounts) Regulations 2005 (S.I. 2005/3456)
Introduction55.
The Registered Pension Schemes (Audited Accounts) Regulations 2005 are amended as follows.
Specified descriptions of persons56.
“(a)
a person specified in section 1212 of the Companies Act 2006 (individuals and firms: eligibility for appointment as a statutory auditor);”.
Circumstances in which a specified person is not to audit scheme accounts57.
In regulation 3 for “section 27 of the Companies Act 1989” substitute “section 1214 of the Companies Act 2006”.
SCHEDULECONSEQUENTIAL REPEALS
Short title and chapter | Extent of repeal |
|---|---|
Income and Corporation Taxes Act 1988 (c. 1) | In Schedule 25, in paragraph 11A(5), the words “(within the meaning of that Part as so read)”. |
Taxation of Chargeable Gains Act 1992 (c. 12) | In Schedule 5B, paragraph 14(6). |
Finance Act 2000 (c. 17) | In Schedule 15, paragraph 58(6). |
Capital Allowances Act 2001 (c. 2) | Section 47(5). |
Section 48(9). | |
Income Tax Act 2007 (c. 3) | Section 230(3). |
The provisions of the Companies Act 2006 are being brought into force in stages. Some of those provisions come into force on 6th April 2008 (see the Companies Act 2006 (Commencement No. 5, Transitional Provisions and Savings) Order 2007 (S.I. 2007/3495)).
This Order makes consequential amendments to the legislation for which Her Majesty’s Revenue and Customs are responsible to take account of the provisions of the Companies Act 2006 which come into force on 6th April 2008, and also of the secondary legislation made under the Companies Act 2006 which comes into force on that date.
This Order is in three Parts. Part 1 contains general provisions; Part 2 makes amendments to primary legislation; and Part 3 makes amendments to secondary legislation.